Your Directors have pkdsuTt in pri;sL:nliny Lhu 33" Annual Report together with the Audited Financial Statement of
the Company for the llnjncijl year ended 3 l' March, 2025

FINANCIAL HIGHLIGHTS Rs. jn L akhs

PERFORMANCE REVIEW & COMPANY AFFAIRS

Thu Company's lota] revenue for the year under review amounted, to Rs 28136.84 Lakhs as compared to Rs.
2505l,3i Lakhs of the previous year The Profit before Tax for die year under review amounted to Rs I9J5.5I

Lakhs as compared to Rs 587.45 Laths of fhe previous year. The Profit after Tux for ihe year under review amounted
tn Rs ] 148.74 Lakhs as compared to Rs 435.49 Lakhs of the previous year. The Company is engaged in the
manufacturing of cotton yam for different applications by Rotor Spinning

lit the Year 2024-25 the Board of Directors of the Company in their meeting held on 22"' day of March, 2025 have
ileeiiLed u plnn ftirexpansion programme in its unit located at 14-A, Industrial Area, A13 Road, Duwus (MP)-4,5,5(K}I,
Thu Cost of Project was estimated at Rs 5902.90 Lakhs will be funded byway of Term loan of Rs 4427 Lakhs and
balance ofRs 1475.90 from Internal Accruals.Company has availed new term loon, for Rs. 8.00 elores from HDFC
Bank.

RnsnRvns

Thu Company did cut create any special reserve during the year but has transferred [lie entire profit alter lax for the
year of2024-25 amount Rs 1148.74 Lakhs to Reserve and Surplus.

DIVIDEND

With a view qf conserving resources, your Di-rsem-rs do not recommended any dividend lorthe year under review.
LISTING OFTHE SHARES

The llquiiy Shares oi' the Company are presently listed at BSE Ltd. Further, the Company has paid listing lees to liSIZ
Ltd. for the PY2024-2025.

DIRECTORS’ RES PQNSIWUTY STATEMENT

I n terms a f p rov i s ions of Section i 34( 3 He) read with Seed on ] 34(5) oi' the Compaq ies. Act, 2013, yq ur Dineciciis state
that;

Ý in the preparation of the annual accounts for die year ended 31" March, 2025, the applicable accounting staEiderds
read with requirements set out under Schedule ill iq tlie jet have been followed and there are no material
depjrluies front the same;

* the Directors have selected such accounting policies jeiJ applied them consistently and ntadc judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the slate at'a trails of the Company as
at j ] "March, 2025-and of the profit of the Company for the year ended on that date;

* the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of Act for safeguarding the asset; of I lie Company and tor preventing and
detecting fra ud a nd other irregLi I arities;

* the t>i rectors have prepared the annual accounts on a goi ng concern httsi sl

* ihc Directors, have laid down inlcmal financial controls 1o be followed by the Company and lhal such internal
fi nanc iai con trols arc adequate and were opcm iny effectively; a nd

* The Ti red ors have devised proper systems to ensure compliance with (lie provisions of all applicable laws and
lhal such syslcms were adequate and operating effectively.

DIRECTORS A KEV M ANAGERIAL PERSONNEL

The Board of Directors in its mccling held on 26.03.202J has approved (he re-appointment of Shn Piyush Mulha
{D[N-IH)4242(|6) as u Managing Director Of the Company for a period Of three (3) vears w.e.f. 0l.ft4.2024 lo 3 I '
March2027,subject toapprovulqI Members by means oi Postal Ballot.

S uhscq ucnlly. the members qf the Company. by means q f Postal Hal let. via Sjmeial Resolution dated 22' J une 2024,
have approved the re-appointment of Shri Piyush Mulha (DIN: 00424200). as Managing Director Ibr the period ol'.l
f three) Year w.e.f. 01.04.2024 to j 1“ March 2027.

Shri Kamal Ahluwa I ia was appoi nted as an Add i tional I tide pendent D i rector in its board M eedng lie I d on 12" August
2024 tor a period of five years with effecl front 1st September 2024. and his appointment was subsequently
regularized by the members in the Annual General Meeting held on l^¹" September 2024

Pursuant to the provisions of Seel ion 203 ofiheAet, ihe key Managerial Personnel of the Company as on date arc;-
» Shri Piyqsh Mutha.Mimaging Director,

» Shri Mangalore Manrthi Rflo,Whole Time Director.

» Shri Pulkit Ma.heshw.nri, Company Secretary & ChicfFinancialOfficer

DECLARATION RY INDEPENDENT DIRECTORS

The Compa ny has rccc-i ved decla rat ion from al l the I ndepende nt l>i rectors, of the Company confi ruling that they meet
criteria of independence as prescribed under Section 149(C) oflhfl Companies Act. 201.1 and Regulation I ft( 1 >(h> ol'
SEBi (Listing Obligations and Disclosure Requirements) Regulations. 2015. and that they are not aware of any
circumstance or situation, which exist or tuny be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgment and without any external influence. In the opinion of
the Board, they fulfill the conditions of independence us specified in the Acl and ihe listing Regulations and are
independent ofthc management.

BOARD EVALUATION

The Company has duly approved Nomination arul Renumeration policy prescribing inlcr-alia the criteria for
appointment, remuneration and performance evaluation of the directors. As mandate by Section 134 & 178 read with
Sched ttl e IV of the Act and Regulation 25 of the SLB [ (LO DR) Regti I al i otu. 2015 as appl icab le on I he Company. The
independent Director in their separate meeting held on 22' March, 2025 have reviewed the performance of Non¬
Independent Directors and Board as a whole along with review of quality, quantity and timeliness of flow of
information between Board and management and expressed their satisfaction over lfiL^j same.

Further, the Board, in its meeting held on 22¹" March. 2A25 also reviewed the performance ofthc Board, its
Committees and all Individual Directors ofthe Company and expressed Lis satisfaction over the performance of the
Board i ts Committees and I ndividual D hectors. Furthermore Board is o f (lie opinion that Independent Directors ofthe
Company are person of High repute, integrity & possess the relevant expertise & experience in i heir respective field.

INSURANCE

Assets of the Company arc adequately insured.

DEPOSIT

During the year under review, your Company has not accepted any deposits from public, pursuant to Section 2? and
74 ofthe Companies Aet,2l}l3 & the Deposit Rules made there under.

NO DEFAULTS

The (’ompiinv Hus not defuuhcd in payment of inLencsl and/or repayment of lours lo any ofthe fin uncial institutions
and/or banks during the year under review.

SUBSIDIARIES, ASSOCIATE & JOINT VENTURE COMPANIES

Coirpany dtresrail have any subs iiliari us, associates companies A joint venture cm npunics.

RELATED PARTY T R A NS ACTIONS

Hie Company has nos entered into any material contracts, with the related parties during (he year 2024-25 and other
contracts or arrangements were in the ordinary course of huninessi on arm's length basis. Therefore, there is no
particulars of contracts or arrangements with related parties referred to in Section I bkf I) of the Companies Act, 2013
which needs to disclose in the prescribed form AOC-2 and may he treated as not applicable. However, the particulars
of contracts or arrangement with related parties have bean disclosed in the note no. IK of the financial statements for
ihe year ended under review,

INTERNAL F1NANCIALOJNTROUS

The Company has in place adequate internal financial controls with reference to financial statements. All the
transactions are properly authorised and recorded. The Company is following all Ihe applicable Accounting
Standards for pmpcrly maintaining the books ofuccounts and reporting in financial statements. The Internal Audit is
conducted by outside auditing firms which evaluate the functioning and quality of internal controls and chock and
provide* assurance of its adequacy and effectiveness. The Internal Audit Report! ujc actively reviews by the Audit
Com mil lee und adequate remedial measures, if any, are taken. The Internal Audit Reports are also reviews by the
Board of Directors periodically'. During thcycar.ro reportable material weaknesses in the design ot operations were
observed.

DEVELOEMENTANU IMPLEMENTATION OF A RISK MANAGEMENI PLAN

In today's challenging and competitive environment, strategies for mitigating inliercnt risks in accomplishing [he
growth plans (lflhe Company are imperative. Your Company recognises Hint the risk is an integral pari r> I" bus in ess
and is committed to managing the risk m proactive and efficient manner. The Company had adopted Risk
Management Policy to ermire sustainable business growth with stability and to promote a pro-active approach, in
reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy
establishes a structured and disciplined approach to Risk Management

The management is however, of the view that none of the risks may threaten the existence of the Company as robust
R i sk m itigat ion mechanism is put in place to ensure that there is nil or min i mum impact on the Company in case of any
of these risks materialLe. The risk luanugemenl framework i.s reviewed periodically by the Board and Audit
Com mil tee. The details of risks and oiher concerns are included in the Management Discussion and Ana lysis Report
which i s the part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 ofSEBL (Listing Oh ligations and Disclosure Requirements) Regulations. 2015 read with
Schedule V ofSLB if Listing Obligations and Disclosure Requirements) Regulations 2015. Management Discussion
arul Analysis Report is appended to artd forms pari fifth is Report.

CORPORATE GOVERNANCE

The Company has a (ways si rived lomaifflain appropriate standards of good Corporate Governance, The Report on
Corporate Governance as stipulated under Regulation 34(3) of SUB-1 (Listing Obligations and Disclosure
Requirements) Regulations., 2015 read with Schedule V of SEL1I (Listing Obligations and Disclosure Requirements)
Regulations, 2015 fonnspart of this Report, The requisite certificate from Company Secretary in Practice confirming
compliance of the conditions of Corporate Governance is attached to report on Corporate Governance.

PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE* GUARANTEE GIVEN UNDER SECTION
inti OF COMPANIES ACT, 2013

During the year there are no loans given, investments made, guarantee given or security provided by the Company
under Section 186 of the Companies Aet, 2013.

CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNING
& OUTGO

The Ran iculars tel at i ng to conservation of energy, technology absorption and foreign exchange earnings and outgo as
required to lie disclosed under See lion !34(3}fm) of the Companies Act, 2613 read with Rule 8 of die Companies
(Accounts) Rules, 2014, are provided In ANNEXURE I to this Report,

ANNUALRETURN

In compliance with prevision of see 92 (3) & sec 134 (3) (a), the annual return of company ibr the J'Y ended 31'
March, 2625 has been uploaded on website of lire company and web link of same is :
blips: ww'hV.vippyspmpni com annimlrcturn php

MEETING OF DIRECTORS

During the year under review, uUr Hoard Met Ei«dlt (8) limes. Hue details of Hie number of meetings uf die Hoard
during the year Ibnns purl of the Report on CorponH: Governance. During (he year urdcT review One (I) meeting of
Independent Directors was held on 22" March, 2625.

COMMITTEES OF THE BOARD

Tins lioard of Directors has the following committees:

1. Audit Committee

2. StakehoJ dens R e latio nship Coin millce

3. Nomination & Remuneration Committee
4 Cor|^>oralc Social Responsibility Committee

The details uf the eornmitlees along with their composition, number of the meetings and attemLiinue at I he meetings
are provided in the Report on Corporate Governance

NOMINATION & REMUNERATION POLICY

Pursuant to Section I7K of Lhe Companies Act, 2013, Lhe rules made Llteie under and Regulation 19 of the SLEii
(Lilting Obligations and Disclosure Requirements) Regulations, 2015.The Company has a policy for selection and
appointment of Directors. Key Managerial Personitel and Senior Management Personnel and for determination of
their remuneration, The salient features of Nomination &. Remuneration Policy are stated in the Corporate
Governance Report. I he Nomination & Remuneration Policy duly approved by die Board lias been posted on the
Company's Website wwT.v.Yippyspmpip.ci)m and annexed herewith as AN N E X LJ R F-l I to this Report,

vigi lmeChaniSm/whjStle BLOWER POLICY

The Company has a Vigil Mechanism / Whistle Blower Policy to report genuine Concerns or grievances. The vigil
mechanism provides for adequate safeguards against victimization of persons who use such mechanism and make
provision for direct access to (he chairperson of the Audit Committee in appropriate or exceptional eases, Besides, as
per the requ i remen i o f S r.Bl (Proh i bii i on o f 1 nsi der Trndi ng> Regula lions ns amended by SER I (Proh i hi i i on o f Insider
Trading! (Amendment! Regu las ions, 20 IS, the Company njjsnrea to snake employees aware of itioh Whistle Blower
Policy to report instances of leak of unpublished price sensitive information This policy may he accessed on the
Company'swehsite, at wch linkdntp: w w w. vipp vspi up m .c liiri.'Wh islle-13 in wct-Pol ic v. pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The infonnation required pursuant to seel ion i J 2> of the Companies Act, 2513 read with Rule 5 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended in respect of employees of the
Company fanning part of Directors’ Report is given in "ANNEXURE -111" to this Report. A statement of top-10
employees in terms of remuneration drawn ns per rule 3(2) read with rule 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2d 14 us amended, may be obtained by request to the Company
SccTtLtity of the Company at cs@'vippyspinpro.com. The information in accordance with lhe provisions of see lion
197(12) of the Companies Act, 2013 read with Rule 3 of Companies i Appointment am! Remuneration ill Managerial
Personnel) Ku les.2d 14 i s an nexed herewith as ANN EXURE -111 to lilts Report.

As per the requirement of the Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneralion of
Managerial Personnel) Rides, 2014, the company is required Lo nuke disclosure in the ibriti ofa statement relating io
employee drawing remuneration in excess of Ks. &50 Lakits n.m. or Re.. I (12.(hi Lakhs p.a. detailed as below:

During Lhe year or a part thereof, None i)i the employees veeeived remuneralion in excess of ihat drawn bv the
Ma nuging Director dt hoi ds h i nose] f ot stl ong with his spouse and dependent e li i Id ncn. 2% or more o f lhe equity sha res
of the Company.

CORTORATE SOCIAL RESPONSIBT1 TTY

111 accordance with the requirement undeT Seel i on 135 of Companies Act, 20I3, and 1 he rules made thereunder, read
with uchedule VII of (he Companies Act, 2013, (lie Company lias constituted CSR Committee and framed Policy for
C S R i n (Healing 1 he act i v i t ics. to be n ndertaken by the Company. The t. :SR peil icy o fl he Company is annexed herew i I h
lis ANNF.Xf RE- IV, The Company lull undertaken CSR activities in the areas (if prorEiuling education, ] leu III: Care
including Preventive Healthcare,

'['he Atmujl Report on CSK activities, as required Linder the Companies (Corporate Social Responsibility Policy)
Rules, 2D14 is annexed herewith ns ANNEXURE- V to this Report.

CREDIT RATINGS

The details on Credit Rulingnre set out inCorporateGovernance Report, which formspart ol this report.

AUDITORS

a. Si ll! u lory A uditil rs

The Auditors Report 2024-25 specified that (Inaneial staiertients of the Company have hecn prepared in
Accordance with Ind-AS notified under Section 133 of the Companies Aet, 2013 and does not contain any
quaiifiealion. icscivalioit or adverse rentark or disclaimer. and no explanation on the part of the Board of
Directors is. cal led for.

Ii. Cok Auditor

M/s. Vi. Uoynl & Co.. Cost Accountants, Jaipur, (Reg. No.00005 11 lias, been re-appoi ntcd as Cosl Atiditors of the
C oinpjioy to conduct audit of cost accounting records of the C onypSDy lor the financial year ended 2024-2D25.

Further, the Hoard on recommendation of ihe Audi! Committee has appointed M/k. M. Cioyal it Co., Cost
Accountants. Jaipur, (Reg. No.000051) as the Cost Auditor of the company for the financial year 2025-26 under
Section 148 and all other provision of the Companies Act, 2013. '['hey have confirmed their eligibility for the said
appointment.

Further, in compliance with the provisions of Section 148 of the Companies Aet. 2013 road with Companies
(Audii and Auditors) Rules, 2014, (including any slatulwy rmidifiefltiynlsi or re-enactment thereof, for the time
being in force), ihe remuneration payable lo the Cosl Auditor is required lo be ratified by the Mcmbors of (he
Company. Accordingly, the Board seeks mti Ileal ion all he ensuing Annual General Meeting of the remuneration
payable to the Cosl A'udiicus ibr the Financial Year 2025-2026,

c. Secret a rtnl Auditor

Hie Secretarial Audit Report for tile financial year ended 2(124-25 does riot contain any 411a] dilation, reservation
or adverse remark. The Secretarial Audil Report is self-explanatory :md therefore do no1 cull RiTJinyexplunuLory
note and th? same is annexed bb ANN EX. U RE-VI to this report.

Further. in compliance with Regulation 24A of the Lisiing Regulations, the Annual Secretarial Compliance
Report issued by the Secretarial Atidllor, was submitted lo the stock exchanges within the statutory timelines as
prescribed underSLilif LODR Regulations.

Further, iti compliance with provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of ManageriaI Rersonnelj Rules, 2(11 4, the Company, on the recommendation
of Aud.li Committee, has appointed M/s. Shilpcsh Dalai &. Co., Company Secretaries. Indore (CP. No. 4235) to
undertake the Secretarial Audit of the Company for (he period of five yuans commencing frum financial year
2025-26 lo 2021-30 subject lo approval ofshureholderai ensuing Annual General Meeting, They have confirmed
(heir cl igih i I ily for I he surd appoi nunont.

d- lnt«rnqlA|iitiltir

Pursuant to the provisions of Set Lion 13W o T the Companies Act, 2.013 read wiih Rule 13 o T ihe CnrciptmicS
(Accounts) Rules, 20I4, the Company, on the recommendation of Audit Committee, re-appointed M.'s R.K,
Saklechu it Associates, Chartered Accountants us an !nLem_Lil Ainlilor of the Cm 11 puny for Lhe financial year
2025-26.

PREVENTION OF SEXUAL HARASSMENT POLICY

Tire Company lias u Prevention ol'Sexual Harassment Policy in force in term* of Sexual Harassment of Wo men at
Workplace (Prevention, Prohibition arul RediessaL) Act, 2013. The objective of this policy is to ensure a safe, secure
and friendly work environment where employees will deliver their best wilhoLit any inhibition, threat of fear. The
company has constituted Internal Complaints Committee as per the requirement of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redrcssal) Act. 2013. No complaints were reported during the year under
rev iew under Sexual H nrassmenL of Women fit Workplace (Prevention, Proh i bit i on and Retires sal)Act, 2013.
COMPANY POLICY FOR PROMOTION OK EMPLOYMENT OK YOUTH COMING FROM THE

under-privileged/m$advantaged section ofthe society

The people arc recruited in the Company on the basts of then qualification/cligibihly and merits without any
discrimination against ihcir gender, religion, caste, colour, ancestry, marital status, nationality and disability, and
among equally qualified individuals, preference sire given to people from lhe disadvantaged groups, The Company
also conducts (ruining programme from time to time for up-skilling, training of employees from socially
disadvantaged seel ions of society,

MATERIAL, CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE
COMPANY

There ure no materia! changes und commitments, a (Tee ting the financial position of the Company which have
occurred after 31 "March. 2025 till the dale of this report.

Thera has been no change in the nature of lhe business ofthe Company.

COM FLI ANCE WTTB se c ret.arl al sta nda rrs

The Company is in compliance with the applicable Secretarial Standards issued by flic institute of Company
Secrelaries of India. The Directors have devised proper systems to ensure compliance with (lie provisions of ali
applicable Secrelaria I Stan Jards and that such sysle ms are adequate and opera I i ug elliecl i v ely.

DISCLOSLI RE OK COMMISSION PAID TO MANAGING OR WHOLE TIME DIRECTORS

There is no Commission paid or puvnhle bv the ctntpny to ihe managing director or the whole lime directors
GENERAL

Yliui s Directors: statu that no disclosures or reporting is required in respect uf tliu following items as (here were no
transactions mi these ilertis during Lite year umier review:

- Details relating to deposits covered under ehaptei V oTthe Companies Act, 20 IT

- Issue of shares during the year

- No significant or material eiders were pussed by lhe Regulators or Courts or Tribunals which impact the
going concern status and Company's operations in future.

Your Directors further stale thui:

- The accounts and cost records as required to be made and maintained by the Company as specified umier
sub-section {I} of Section 148 of the Companies Act, 2013. weic made arid maintained by the Company
during the year 2024-25.

- The accounts mid cost records as required to be made and maintained by the Company as specified under
sub-section (1) of Section I4H of the Companies Act. 2013, were made and maintained by the
Company during the year 2024-25-

ACKNOWLEDGEMENTS

Your Directors would like lo gratefully acknowledge all stakeholders of the Company viz; customers, dealers,
supp I iers. hunks, sharehol ders and 01 h cr business assoeia tes for I he excel lent support rccci ved thorn them during I he
year. The Directors place on record their sincere appreci alien to all employees of (he Company for their unstinted
commitment and continued contribution to itric.Company's well-being.

Place: Ueivas For and on behalf of the Hoard of Directors

Date: 7* July,2025 Vlppy Splnprn Limited

Piyush Mot Ira l^: railed Mutha

Managing Director Director

(DIN-00424206) IDIN-00424250)